Business Law, Public Responsibility, and Ethics Commons^™

Understanding New Hampshire’S Rule 4.2 As Applied To Corporate Litigants: An Explanation And Suggestions For Improvement, Heather Menezes

The University of New Hampshire Law Review

[Excerpt] “Consider this scenario: an attorney represents a client in litigation against a corporation. The attorney gets a call from an employee of that corporation and the employee says, “Everything in your complaint is absolutely correct.” However excited the attorney is to speak with this person, the Rules of Professional Conduct constrain whom the attorney can talk to if a corporation is involved in the pending litigation. In New Hampshire, any attorney can quickly find that Rule 4.2 prohibits contact with a represented party.1 But is this corporate employee a represented party? Even after reading the comment to the rule …

Independent Legal Significance, Good Faith, And The Interpretation Of Venture Capital Contracts, D. Gordon Smith

Faculty Scholarship

Venture capital contracts are inherently incomplete. When interpreting such contracts, courts could deal with the expectations of parties formally by inquiring only about the plain meaning of the contract or qualitatively by enforcing the presumed expectations of the parties, regardless of whether those expectations are expressed in the contract. The Delaware courts have opted for a formal approach. In doing so, they appear to be engaged in an effort to force contracting parties toward completeness. While the duty of good faith appears to respond to the inevitable incompleteness of contracts, the courts largely ignore this duty in preferred stock cases. …

Ethics And The 21st Century University, Judith Bailey

Center for the Study of Ethics in Society Papers

Papers presented for the Center of the Study of Ethics in Society Western Michigan University

Ua3/9/2 Subject File - Athletics - Administration: Big Red - Gabibbo, Wku President's Office - Ransdell

WKU Administration Documents

Entire folder of correspondence regarding Big Red and Gabibbo from 1991-2004 housed in WKU President's Office subject files.

“Lucy In The Sky With Diamonds”: Airline Liability For Checked-In Jewelry, Eloisa Rodriguez-Dod

Faculty Publications

It is expected that when you arrive at an airport you most likely will have to check in a bag or two. What is not expected, however, is that someone would rummage through your baggage and take your belongings. Unfortunately, this happens frequently. A passenger packs her jewelry in her luggage, checks that luggage in, boards her flight, and never sees that jewelry again. Once she discovers the missing jewelry, her options for recovering the loss are quite limited.

This article examines the history and current state of the law regarding airline liability for passengers’ lost belongings on domestic as …

All Party Oireachtas Committee On The Constitution Ninth Progress Report, Tom Dunne

Reports

Ireland, like many other countries with high rates of economic growth, is urbanising rapidly. There has been considerable emphasis on planning for this through the National Development Plan, the National Spatial Strategy, development guidelines and other measures. Through these the state intends that a proper planning process will lead growth rather than leaving it to market forces to drive development in what are regarded as undesirable directions. The latter it is feared will lead to unsuitable social, economic or physical outcomes. Unintended results have flowed from the implementation, or flawed implementation of many of these policies and have given rise …

Worker Ownership In Enron's Wake - Revisiting A Community Development Tactic, Peter R. Pitegoff

Faculty Publications

Worker ownership of business enterprise has long been touted as a vehicle for community economic development. Employee stock ownership plans in leveraged buy-outs, ESOPs and broad-based stock options in going concerns, and worker cooperatives in selected sectors - the experience has varied widely in goals, method, and outcome.

This Article reflects on the continued utility of worker ownership as a component of community development and calls attention to contrasts with conventional corporate governance and goals. Rather than an end in itself or just another way of doing business, worker ownership can be a vital element of a broader job creation, …

Shareholder As Ulysses: Some Empirical Evidence On Why Investors In Public Corporations Tolerate Board Governance, Lynn A. Stout

Cornell Law Faculty Publications

This Article evaluates two possible explanations for why shareholders of public corporations tolerate board control of corporate assets and outputs: the widely accepted monitoring hypothesis, which posits that shareholders rely on boards primarily to control the "agency costs" associated with turning day-to-day control over the firm over to self-interested corporate executives, and the mediating hypothesis, which posits that shareholders also seek to "tie their own hands" by ceding control to directors as a means of attracting the extracontractual, firm-specific investments of such stakeholder groups as executives, creditors, and rank-and- file employees.

Part I reviews each hypothesis and concludes that each …

Political Correctness Today, Joseph Ellin

Center for the Study of Ethics in Society Papers

Paper presented to the Center of the Study of Ethics in Society Western Michigan University, November 14th, 2003.

The Ethics Of Apology And The Role Of An Ombuds From The Perspective Of A Lawyer, Sharan Lee Levine, Paula A. Aylward

Center for the Study of Ethics in Society Papers

Papers presented for the Center of the Study of Ethics in Society Western Michigan University, March 20, 2003.

Employer And Employee Rights And Responsibilities In A Networked Office, Ronald Tidd, Nancy Graber Pigeon

All Faculty Scholarship for the College of Business

Internet-connectivity is having a profound impact on the workplace. Employees use it to access data and information from global sources, communicate with others instantaneously regardless of physical proximity, work anytime, anywhere, so long as they have a digital device connected to the Internet. Alternatively, the technology can be used to subject coworkers to objectionable material, violate workers' privacy, and convey the appearance of working when actually abusing Internet resources. This article discusses the existing laws regarding employee usage of an employer's Internet resources and employer monitoring of that usage. Thus, it provides a foundation for understanding a body of law …

Investor Skepticism V. Investor Confidence: Why The New Research Analyst Reforms Will Harm Investors, John L. Orcutt

Law Faculty Scholarship

Part I of this Article provides an overview of research analysts and their basic functions, including a discussion of sell-side analysts' role in the market's recent boom and bust. Part II examines the conflicts of interest that have plagued sell-side research, and Part III reviews the Regulatory Actions that are meant to address these conflicts. In Part IV, the author will make the case for encouraging, rather than lessening, investor skepticism in sell-side research and will explain why the Regulatory Actions are not likely to improve the performance of sell-side analysts. Finally, Part V will offer a simpler proposal to …

University Technology Transfer And Economic Development: Proposed Cooperative Economic Development Agreements Under The Bayh Dole Act, Clovia Hamilton

Winthrop Faculty and Staff Publications

Technology transfer enables private industry and academia to make practical use of advanced research, development, and technical expertise. Indeed, universities are a rich source of science and technology that can support local government and business development as well as economic growth. Thus, it is essential for research universities to transfer their wisdom to the public for its use and benefit. Today, universities operate in an economic climate that requires both capital and knowledge; takes advantage of government technology initiatives (namely the Bayh- Dole Act);' and serves as a catalyst for the creation of a large number of new, incubated companies. …

The Critical Resource Theory Of Fiduciary Duty, D. Gordon Smith

Faculty Scholarship

This Article proposes a new theory to unify the law of fiduciary duty. The prevailing view holds that fiduciary law is atomistic, arising for varied reasons in established categories of cases (such as trustee-beneficiary and director-shareholder) and ad hoc in relationships where one person trusts another and becomes vulnerable to harm as a result. By contrast, the critical resource theory of fiduciary duty holds that every relationship properly designated as fiduciary conforms to the following pattern: one party (the fiduciary) acts on behalf of another party (the beneficiary) while exercising discretion with respect to a critical resource belonging to the …

Teaching Research Ethics: An Institutional Change Model, Michael Pritchard

Center for the Study of Ethics in Society Papers

Paper presented to the center, April 2002.

Toward An Ethical School, Stephan Millett

Center for the Study of Ethics in Society Papers

Paper presented for the Center of the Study of Ethics in Society Western Michigan University, January 22, 2002.

Research Ethics, Wmu Center For The Study Of Ethics In Society

Center for the Study of Ethics in Society Papers

Papers published by the center, April 2002.

Changing The Culture Of Science: Teaching Research Ethics To Graduate Students And Post-Doctoral Fellows, Brian Schrag

Center for the Study of Ethics in Society Papers

Paper presented for the Center of the Study of Ethics in Society Western Michigan University, October 11, 2001.

Some Ethical Reflections On Cyberstalking, Frances Grodzinsky, Herman T. Tavani

School of Computer Science & Engineering Faculty Publications

The present study examines a range of moral issues associated with recent cyberstalking cases. Particular attention is centered on the Amy Boyer/ Liam Youens case of cyberstalking, which raises a host of considerations that we believe have a significant impact for ethical behavior on the Internet. Among the questions we consider are those having to do with personal privacy and the use of certain kinds of Internet search facilities to stalk individuals in cyberspace. Also considered are questions having to do with legal liability and (possible) moral responsibility that Internet Service Providers (ISPs) have for stalking crimes that occur in …

Proposal For A Centralized And Integrated Registry For Security Interests In Intellectual Property, William J. Murphy

Law Faculty Scholarship

As the world economy enters the twenty-first century, job and wealth creation is increasingly based on innovation and creativity that, in turn, can give rise to important intellectual property rights. For many companies and individuals these intellectual property rights may represent their most valuable assets, or in some cases, their only valuable assets. As a result, intellectual property rights increasingly play a critical the role in financing.

Unlocking the job and wealth creating potential of intellectual property assets requires putting these assets into use, and that often requires a capital investment. Unfortunately, many entrepreneurs and innovators lack the capital necessary …

The Meaning Of Property Rights: Law Versus Economics? , Daniel H. Cole, Peter Z. Grossman

Scholarship and Professional Work - Business

Property rights are fundamentals to economic analysis. There is, however, no consensus in the economic literature about what property rights are. Economists define them variously and inconsistently, sometimes in ways that deviate from the conventional understandings of legal scholars and judges. This article explores ways in which definitions of property rights in the economic literature diverge from conventional legal understandings, and how those divergences can create interdisciplinary confusion and bias economic analyses. Indeed, some economists' idiosyncratic definitions of property rights, if used to guide policy, could lead to suboptimal economic outcomes.

Adequacy Of The 1995 Antitrust Guidelines For The Licensing Of Intellectual Property In Complex High Tech Markets, Clovia Hamilton

Winthrop Faculty and Staff Publications

In 1995, the Department of Justice and the Federal Trade Commission adopted new guidelines for those wishing to license intellectual property rights without violating antitrust laws. Designed to provide clarity, these guidelines instead breed confusion because they misunderstand the nature of intellectual property markets and provide insufficient guidance in the most difficult areas. Section I of this article will discuss the basic provisions of the guidelines, especially their treatment of "innovation markets." It argues that government enforcers should focus primarily on activity that creates entry barriers. Understanding the use and misuse of licensing is the key to analyzing barriers in …

Academic Freedom In Times Of Turmoil, Petr Kolar

Center for the Study of Ethics in Society Papers

Papers presented for the Center of the Study of Ethics in Society Western Michigan University November 5, 2001.

The New Basel Capital Accord: Making It Effective With Stronger Market Discipline, Harald Benink, Clas Wihlborg

Business Faculty Articles and Research

In January 2001 the Basel Committee on Banking Supervision proposed a new capital adequacy framework to respond to deficiencies in the 1988 Capital Accord on credit risk. The main elements or ‘pillars’ of the proposal are capital requirements based on the internal risk-ratings of individual banks, expanded and active supervision, and information disclosure requirements to enhance market discipline. We discuss the incentive effects of the proposed regulation. In particular, we argue that it provides incentives for banks to develop new ways to evade the intended consequences of the proposed regulation. Supervision alone cannot prevent banks from ‘gaming and manipulation’ of …

An Empirical Investigation Of The Relationship Between Audit Committee Effectiveness And Internal Auditors' Professional Objectivity : A Focus On Financial Institutions In Malaysia, Panir Selvam Kannan

Student Works (2000-2009)

This study provides empirical evidence on the relationship between audit committee effectiveness and professional objectivity of internal auditors in the Malaysian banking industry. There was no prior study done on this relationship. Although many studies had been done on the audit committee effectiveness in Malaysia and on the internal auditor's objectivity in overseas, no study is yet to be done on the relationship between an effective audit committee and the professional objectivity of internal auditors. Therefore, this study fills such gap. Many official organizations and bodies internationally as well as in Malaysia have proposed an important role for audit committee …

Toward A New Theory Of The Shareholder Role: A Sacred Space In Corporate Transactions, Robert B. Thompson, D. Gordon Smith

Faculty Scholarship

Corporate law expresses a profound ambiguity toward the role of shareholders. Courts announce that shareholders are critical to the theory that legitimates the exercise of power - by directors and officers over vast aggregations of property that they do not own. At the same time shareholders have a very difficult time actually making any corporate decisions. In this Article, we strive to define a new role for shareholders by drawing on economic theories of the firm and the structure of corporate law. More particularly we examine the role of shareholders in hostile corporate takeovers, the area where the interests of …

Teaching Students How To Become In-House Counsel, Christian C. Day

Journal of Legal Education

No abstract provided.

When Hope Unblooms: Chance And Moral Luck In The Fiction Of Thomas Hardy, Jil Larson

Center for the Study of Ethics in Society Papers

Paper presented at the Center for the Study of Ethics in Society at Western Michigan University, September 20, 2001.

The Ethics Of Making The Body Beautiful: Lessons From Cosmetic Surgery For A Future Of Cosmetic Genetics, Sara Goering

Center for the Study of Ethics in Society Papers

This piece was originally published in the Philosophy and Public Policy Quarterly, Spring 2001 issue (from the Maryland Institute for Philosophy and Public Policy).

The Role Of Boards And Stakeholders In Corporate Governance, Victor C. S. Yeo, Pearlie M. C. Koh

Research Collection Yong Pung How School Of Law

This paper was written specifically for the OECD Third Asian Roundtable on Corporate Governance, held in Singapore in April 2001, the theme of which was "the Role of Boards and Stakeholders in Corporate Governance". It goes without saying that a significant part of corporate governance is about managerial control and accountability. The duties imposed on directors, how Board members are chosen, Board composition, the interaction between members, the roles and responsibilities that Boards undertake, both as a whole and by their individual members, all have significant impact on the efficacy and propriety of the Board in fulfilling its functions. This …